Sec Form 4 Filing - Wallbrink Kathryn Reynolds @ LIGHTING SCIENCE GROUP CORP - 2009-08-21

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wallbrink Kathryn Reynolds 2. Issuer Name and Ticker or Trading Symbol LIGHTING SCIENCE GROUP CORP [ LSCG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr. VP Strategy and Finance (Last) (First) (Middle) 1227 SOUTH PATRICK DRIVE, BUILDING 2A 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2009 (Street) SATELLITE BEACH, FL32937 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to buy) $ 1 08/21/2009 A 200,000 ( 1 ) ( 1 ) Common stock 200,000 $ 0.41 265,000 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wallbrink Kathryn Reynolds 1227 SOUTH PATRICK DRIVE BUILDING 2A SATELLITE BEACH, FL32937 Sr. VP Strategy and Finance Signatures Kathryn Reynolds Wallbrink 08/21/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents stock options granted to Reporting Person on August 21, 2009. As long as the Reporting Person remains employed with the company, her options will vest as follows: 50,000 of these options will vest on each of August 21, 2010, August 21, 2011, August 21, 2012, and August 21, 2013. The options will expire on August 21, 2019. ( 2 )Includes: (i) stock options to purchase 21,666, 21,667, and 21,666 on each of June 26, 2010, June 26, 2011, and June 26, 2012; and (ii) stock options to purchase 200,000 shares granted to Reporting Person on August 21, 2009, 50,000 of these options will vest on each of August 21, 2010, August 21, 2011, August 21, 2012, and August 21, 2013.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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